TMC the metal company Inc美股招股说明书(2025-05-12版)

TMC THE METALS COMPANY INC. 12,333,333 Common Shares Class C Warrants to Purchase 12,333,333 Common Shares TMC the metals company Inc. is offering 12,333,333 of its common shares and accompanying Class C warrants to purchase12,333,333 of our common shares in this offering (and the common shares issuable from time to time upon exercise of these Class Cwarrants). Each common share we sell in the offering will be accompanied by a Class C warrant to purchase one common share at anexercise price of $4.50 per share. Each common share and accompanying Class C warrant will be sold at a negotiated price of $3.00.The common shares and accompanying Class C warrants will be issued separately but can only be purchased together in this offering. Each Class C warrant will be exercisable from and after the date of issuance. The Class C warrants will expire three years fromthe date of the securities purchase agreement. Our common shares and publicly listed warrants to purchase common shares, or the Public Warrants, are listed on the NasdaqGlobal Select Market, or Nasdaq, under the symbol “TMC” and “TMCWW,” respectively. On May9, 2025, the closing price of ourcommon shares on the Nasdaq was $3.11 per share and the closing price of our Public Warrants was $0.59 per warrant. Our business and an investment in our securities involve a high degree of risk. These risks are described under the caption“Risk Factors,” beginning on pageS-8of this prospectus supplement, and in “Item 1A. Risk Factors” in our Annual Report onForm10-K for the year ended December31, 2024. (1)The amount of the offering proceeds to us presented in this table does not include proceeds from the exercise of the Class Cwarrants for cash, if any, issued in this offering. The proceeds to us before expenses is $3.00 per common share andaccompanying Class C warrant and $37,000,000 in total. See “Plan of Distribution” beginning on page S-20 of thisprospectus supplement for additional information about the expenses payable in connection with this offering. Neither the Securities and Exchange Commission nor any state or other securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectuses is truthful orcomplete. Any representation to the contrary is a criminal offense. The securities offered by this prospectus supplement have not been qualified for distribution in Canada and may not beoffered or sold in Canada. We are an “emerging growth company” and “smaller reporting company” under the federal securities laws and, as such, aresubject to reduced public company reporting requirements. See “Prospectus Supplement Summary—Implications of Being anEmerging Growth Company and Smaller Reporting Company”. Delivery of the common shares and Class C warrants offered hereby is expected to occur on or about May 22, 2025. TABLE OF CONTENTS Market and Industry Data Market and other statistical data included or incorporated by reference in this prospectus supplement were obtained from industrypublications, market research and publicly available information as well as publications and research conducted by or on our behalf.Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, butthat the accuracy and completeness of such information is not guaranteed. Similarly, market research and publicly availableinformation, while believed to be reliable, have not been independently verified, and we make no representation as to the accuracy ofsuch information. Trademarks, Service marks and Trade Names All service marks, trademarks and trade names appearing in this prospectus supplement are the property of their respectiveowners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationshipwith, or endorsement or sponsorship of us by, these other companies. Solely for convenience, trademarks and tradenames referred to inthis prospectus supplement may appear without the®or ™ symbols, but such references are not intended to indicate in any way thatwe will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to thesetrademarks and tradenames. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectuses are part of two “shelf” registration statements on FormS-3,one of which we filed with the U.S. Securities and Exchange Commission, or the SEC, on September16, 2022, which was declaredeffective by the SEC on October14, 2022, or the 2022 Registration Statement, and the other of which we filed with the SEC onNovember30, 2023, which was declared effective by the SEC on December8, 2023, or the 2023 Registration Statement and togetherwith the 2022 Registration Statement, the Registration Statements. This document is in three parts. The first part is this prospectus su